Transportation Research Center Inc.

“Material differences of voting members: the number of directors of the corporation is seven. The directors are divided into two classes: one class, designated "ex officio directors," consists of four directors, and the other class, designated "public directors," consists of three directors. The ex officio directors, appointed by the ohio state university, are formally instructed to represent the ohio state university and its interests. The ex officio directors are: the university controller of the ohio state university; the vice president for research of the ohio state university; the dean of the college of engineering of the ohio state university; and the president of the corporation. Each director in office shall have one vote. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the directors; provided, however, that the affirmative vote of the ex officio directors who are the dean of the college of engineering of the ohio state university and the vice president for research of the ohio state university shall also be necessary as part of the majority to approve the following acts and transactions: (1) amendment of the articles or code of regulations; (2) adoption of the annual and multi-year operating and capital budgets and business plans; (3) approval of material unbudgeted expenditures, except for unbudgeted expenditures that are directly reimbursable by a third party; (4) adoption of strategic plans; (5) exercise of any powers the corporation may have as a member, shareholder, partner, or otherwise of another corporation, limited liability company, partnership, joint venture, or other organization; (6) dissolution or liquidation; (7) merger, consolidation, or other form of business combination or reorganization; (8) sale, lease, mortgage, or other disposition of a material amount of the assets or business of the corporation, or share, membership, or control interests of another entity; (9) dissolution and any distribution of assets upon dissolution; (10) incurrence of debt or assumption or guarantee of debt, including contingent or conditional debt, in excess of $500,000 in the aggregate at any one time; (11) becoming a material investor, partner, member, associate, or participant in any other enterprise or venture, whether for profit or nonprofit; (12) formation of a subsidiary; or (13) election of public directors.”

“Transportation research center inc chairman of the board, dr. David b. Williams and transportation research center inc board member kenny mcdonald, are also board members of columbus 2020, an organization that kenny mcdonald leads.”

“Addresses of directors differing from the organization's mailing address: chairman of the board - dr. David b. Williams - the ohio state university college of engineering, 142 hitchcock hall, 2070 neil avenue, columbus, ohio 43210-1275 vice chairman of the board - mr. George arnold - h.r. Gray, 3770 ridge mill drive, columbus, ohio 43026 board member - dr. Caroline c. Whitacre - the ohio state university office of research, 208 bricker hall, 190 north oval mall, columbus, ohio 43210-1355 board member - mr. Geoffrey s. Chatas - the ohio state university, 208 bricker hall, 190 north oval mall, columbus, ohio 43210-1355 board member - mr. R. Michael gray - the ohio state university office of the controller, 2042 blankenship hall, 901 woody hayes drive, columbus, ohio 43210 board member - mr. Kenny mcdonald - columbus 2020, 150 south front street, suite 200, columbus, ohio 43215”

“Process to review form 990: the manager of finance and the vice president, business administration prepare and review the form 990. Upon completion of their review, they forward the form 990 to trc inc.'s public accounting firm, pricewaterhousecoopers, llp, who compiles and reviews the form 990. Prior to filing the form 990, the form 990 is sent for review to the members of the trc inc. Audit commitee and the trc inc. Board of directors. The form 990 is also reviewed by the tax manager at the ohio state university prior to filing.”

“Process to review the conflict of interest policy: the president of the corporation is responsible for the design and implementation of the conflict of interest policy. Directors, officers, and employees should strive at all times to avoid conflicts of interest and develop and maintain an attitude of awareness of situations in which an appearance of conflict might arise. A policy of full disclosure to trc inc. Will be followed to assess and prevent potential conflicts of interest from arising. Directors, officers, and employees shall be considered to have a conflict of interest if: (a) such person has existing or potential financial or other interests which impair or might reasonably appear to impair such person's independent, unbiased judgment in the discharge of his or her responsibilities to trc inc., or (b) such person is aware that a member of his or her family, or any organization in which such person (or member of his or her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. For the purposes of this provision, a family member is defined as a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the person. All directors, officers, and employees shall disclose to trc inc. Any possible conflict of interest at the earliest practical time. Each director, officer, and key employee shall complete and sign a disclosure form provided annually by the secretary of the board of directors. The completed disclosure form is reviewed by the president and secretary of the corporation for determination of any possible conflicts.”

“Compensation determination process: trc inc.'s compensation system is designed to establish and maintain pay levels that will attract and retain a workforce necessary for our continued success. We do this through a system of compensation that is responsive to changes in the market place, the organization, and the economic conditions within trc inc. And our industry. Pay reviews are conducted each year to determine the suitability and effectiveness of trc inc.'s compensation system. The compensation system shall be based on, to the maximum extent practicable, job classifications and pay rates applicable to employees in the local area, but may deviate therefrom if it is determined in any case that such is in the best interests of trc inc. Trc inc. Positions are divided into grades of difficulty and responsibility of work. Each position in the organization has been assigned a compensation code that establishes the value of the position relative to other positions in the organization. A compensation code grid has been established outlining each job title and the corresponding compensation code and its pay minimum and maximums. Human resources administration will review the compensation program annually to determine its adequacy according to trc's compensation policy. Recommendations to maintain or revise the system will be made to corporation administration in may of each year. As part of that annual review, an external, independent, comparative compensation marketing survey, conducted by an external vendor, is completed and reviewed. All review and decisions are shared annually with the trc inc. Audit committee and the trc inc. Board at its june meetings.”

“Public inspection: trc inc. Makes its governing documents, conflict of interest policy, and financial statements available to the public upon request from the public.”

“Description of reasonable efforts undertaken in acquiring compensation: the vice president, business administration prepares a questionnaire that is distributed to each board member by the june meeting. The vice president, business administration requests that questionnaire be completed by each board member and officer and returned to the vice president, business administration by june 30. Transportation research center inc. Also validates the compensation and benefits reported by the board members employed by the ohio state university with the payroll department at the ohio state university.”

“As a global independent provider of development, research and testing, transportation research center inc. Serves the mobility industry with a world-class facility, high-quality services and innovative solutions through collaboration and partnerships with academia, industry, and government, while satisfying stakeholder expectations.”

“Other changes in net assets or fund balances: (210,928) - transfer of fiscal year 2013 excess revenue over expenses before unrealized capital gain to the ohio state university in fy 2014.”